New CMB Decision on Certain Share Transfers in Public Companies
The Capital Markets Board of Türkiye's (CMB) bulletin dated 28.08.2026 announced Decision No. i-SPK.128.31 (dated 28.08.2026 and numbered 52/1589) (Decision). The Decision introduced a requirement to obtain CMB approval for off-exchange share sales by certain shareholders of public companies within any twelve-month period, based on thresholds determined according to the company's free float ratio.
Under the first paragraph of Article 27 of the Communiqué on Shares No. VII-128.1 (Communiqué on Shares), share sales exceeding ten percent of the share capital carried out within any twelve-month period by (i) shareholders who, individually or together with persons acting in concert, directly hold 20% or more of the share capital of a public company, and (ii) shareholders holding privileged shares granting the right to elect or nominate at least one member of the board of directors at the general assembly (Major Shareholders), were subject to CMB approval. This threshold for share sales has been amended in line with the CMB's decisions.
This Decision also introduced new limits on off-exchange sales carried out by Major Shareholders within any 12-month period. Under the new regulation, Major Shareholders may not sell off-exchange, without the CMB's approval:
- more than 2% of the shares representing the share capital or voting rights of a company whose free float ratio exceeds 50%, or
- more than 4% of the shares representing the share capital or voting rights of a company where the free float ratio is 50% or less.
This restriction also covers sales through special orders, the Borsa İstanbul A.Ş. (Borsa) Wholesale Trading Procedures (WTP), or transfer/assignment methods. The free float ratio applicable on the date of the relevant sale will be used to determine the applicable threshold.
- CMB Approval Process for Share Transfers Exceeding the Thresholds: For transfers exceeding the applicable thresholds, a share sale information form must be prepared prior to the transfer and submitted to the CMB for approval. Without a share sale information form approved by the CMB, the relevant shares may not be subject to special orders or transactions on WTP or otherwise transferred or assigned. In such case, the requirements under the fifth paragraph of Article 27 regarding the application to the CMB and the announcement of its result on Public Disclosure Platform and Article 15 of the Communiqué on Shares regarding conversion of shares into tradeable shares will not apply.
- Liability: The transferring shareholder and the investment firms intermediating the transfer will be responsible for compliance with this requirement.
- Calculation of the 12-Month Period: The thresholds will be calculated based on any 12-month period; however, off-exchange sales carried out before 29.08.2026 will not be included in this calculation.
- Exempt Companies: Pursuant to the CMB’s decision No. i-SPK.128.31.a (dated 31.08.2026 and numbered 53/1590), certain exemptions have been introduced to the approval requirement imposed for share sales. Accordingly, companies included in the BIST 30 Index and companies directly or indirectly controlled by the Ministry of Treasury and Finance of the Republic of Türkiye, Türkiye Varlık Fonu Yönetimi A.Ş. (Türkiye Wealth Fund) or public institutions will not be subject to such restrictions and requirements.
Accordingly, the Decision introduces a new mechanism requiring shareholders within its scope to obtain the CMB’s approval prior to share transfers exceeding the applicable thresholds. The share sale information form was already an existing CMB control mechanism used for major share sales under Article 27 of the Communiqué on Shares.
The restrictions introduced by the Decision tighten the framework governing off-exchange transfers of company shares; the CMB approval process and the share sale information form requirement for transactions exceeding the specified thresholds aim to enhance transparency and investor protection.
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